Attached files
Exhibit 10.3
ROOT9B HOLDINGS, INC.
WAIVER OF ANTI-DILUTION RIGHTS
Effective
May 21, 2017
Whereas,
root9B Holdings, Inc. (the “Company”) has approximately
$1,600,000 in unsecured convertible promissory notes outstanding
(as amended, the “Notes”) that may be converted by the
holders thereof into an aggregate of up to approximately 95,238
shares of Common Stock of the Company (“Shares”) and,
in connection therewith, warrants (the “Warrants”) to
purchase an aggregate of up to 84,666 Shares;
Whereas, the
Company wishes to amend the Notes (the “Note
Amendment”) to provide for a conversion price not less than
$8.00 per Share, which is less than the Exercise Price (as defined
in the March Agreement (as defined below) after giving effect to
the reverse stock split (the “Reverse Split”) effected
by the Company pursuant to an amendment to the Company’s
Amended and Restated Certificate of Incorporation filed with the
Delaware Secretary of State on December 1, 2016) and to amend the
Warrants (the “Warrant Amendment”) to provide for an
exercise price per Share not less than $8.00, which is less than
the Applicable Exercise Price Per Share (as defined in the March
Warrants (as defined below) and after giving effect to the Reverse
Split);
Whereas,
as a result of the Note Amendment, the Company may be required to
issue an additional 104,762 Shares (the “Additional
Shares”) to the holders of the Notes and the
Warrants;
Whereas, the
undersigned are parties to that certain Amended and Restated
Securities Purchase Agreement, dated March 10, 2016 (the
“March Agreement”) providing the undersigned with
certain rights upon the issuance of Additional Stock (as defined in
the March Agreement); and
Whereas, the
Company has issued warrants, each dated as of March 10, 2016 (the
“March Warrants”), to the undersigned, providing the
undersigned with certain rights upon the issuance of Additional
Stock (as defined in the March Warrants).
Now,
therefore, the undersigned, constituting all of the
Qualified Holders (as defined in the March Agreement) and the
Registered Holder (as defined in the March Warrant) under each
March Warrant, do hereby acknowledge and agree that any Additional
Shares issued upon conversion of the Notes and any Additional
Shares issued upon exercise of the Warrants shall be excluded from
the definition of, and shall not constitute, Additional Stock (as
that term is defined in the March Agreement and the March Warrants)
under the March Agreement and the March Warrants, and the
undersigned do hereby waive any rights that would arise in the
event that any of the foregoing securities constituted Additional
Stock under the March Agreement and/or the March
Warrants.
[Signature
page follows.]
This
Waiver of Anti-Dilution Rights shall be effective as of the date
first set forth above. This Waiver of Anti-Dilution Rights may be
executed in any number of counterparts, each of which shall
constitute an original and all of which together shall constitute
one action. Any copy, facsimile or other reliable reproduction of
this action may be substituted or used in lieu of the original
writing for any and all purposes for which the original writing
could be used, provided that such copy, facsimile or other
reproduction be a complete reproduction of the entire original
writing.
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Qualified
Holders:
[INVESTOR]
By:
_______________________________
Name:
_____________________________
Its:
________________________________
Acknowledged
and agreed by:
root9B
Holdings, Inc.
By:
_______________________________
Name:
_____________________________
Its:
________________________________
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